SECOND AMENDMENT TO THE HITECH SYSTEMS, INC. NON-EXCLUSIVE
SOFTWARE LICENSE AGREEMENT
MASTER LICENSE AGREEMENT NUMBER SN93110111-0
THIS SECOND AMENDMENT TO HITECH SYSTEMS, INC. NON-EXCLUSIVE
SOFTWARE LICENSE AGREEMENT MASTER LICENSE AGREEMENT NUMBER SN93110111-0 (this “Second Amendment”) is made between the City of Redondo Beach, a Chartered Municipal Corporation (“City”), and Hitech Systems, Inc. (dba Pulsiam), a California Corporation (“Consultant”)
RECITALS
A. City and Consultant ( hereinafter, the “ Parties”) originally entered into Agreement Number SN93110111-0, a Non-Exclusive Software License Agreement Master License Agreement on November 9, 1993 (the “License Agreement”).
B. The Parties then entered into a Software Maintenance and Support Services Agreement on April 1, 2014 (“Support Services Agreement”) C. The Parties further entered into a First Amendment on June 16, 2015, expanding the scope of services and compensation commensurate to such expansion. The First Amendment left unchanged all other terms in the Agreement D. The Parties desire to further amend the License Agreement by enacting this Second Amendment in order to clarify the term of the License Agreement, allow for quarterly billing or the provision of quarterly invoices by Consultant to City, and adding appropriate notice terms. The enaction of this Second Amendment will also allow City to remit to Consultant, the remainder of the amount due under Invoice No. 7355.
NOW, THEREFORE, the parties hereby agree as follows:
1. Section 2.2 “Payment Terms” shall be amended to add the following sentence to the end of the section which shall read as follows:
Invoices shall be provided to Customer on a quarterly basis. Such quarterly invoices shall constitute the Term of the Agreement between Customer and Hitech.”
2. Section 7.1 “Term” is deleted in its entirety and shall read as follows:
This Agreement shall become effective upon the execution hereof by Customer and Hitech and shall remain in full force and effect until terminated pursuant to (1) the applicable paragraph(s) of this Agreement, (2) at the expiration of the current quarterly period plus written notice that the City will not extend the Agreement for an additional quarter.
City shall provide Hitech with such notice in writing consistent with the provisions set forth in Section 10.1, thirty (30) days’ notice prior to the following quarter regarding its intent to (1) continue utilizing the services for the following quarter; or (2) terminating their agreement at the expiration of the current quarter.
The City may rescind its notice of termination made to Hitech subsequent to the 30- day notice period by providing Hitech a request to reinstate the agreement after which Hitech will provide a quote for the next quarterly period plus a ten percent ( 10%) reinstatement fee.”
3. Section 10.1 “Notices” is deleted in its entirety and shall read as follows:
All correspondence pertaining to the content of this Agreement will be made via certified mail to the person(s) and address(es) below:
To Customer: To Hitech Systems (dba Pulsiam):
Captain Joe Hoffman Henry P. Unger
401 Diamond Street 16030 Ventura Blvd Ste 250
Redondo Beach, CA 90278 Encino, CA 9146
310) 379-2477 Ext. 2665 ( 310) 691-8107
4. Except as modified herein, all other terms and conditions of the License Agreement, Support Services Agreement and First Amendment shall remain in full force and effect. The License Agreement, Support Services Agreement, First Amendment, and this Second Amendment shall constitute the entire agreement between the parties and supersede any previous oral agreement. In the event of any inconsistency between the terms of this Second Amendment and the terms of the License Agreement, Support Services Agreement or the First Amendment, the terms of this Second Amendment shall govern.
SIGNATURES FOLLOW ON NEXT PAGE
IN WITNESS WHEREOF, the parties have executed this Agreement in Redondo Beach, California, as of this 8th day of December, 2020.
CITY OF REDONDO BEACH HITECH SYSTEMS, INC.
By: _______________________
William C. Brand, Mayor Name: _______________________
Title: _______________________
ATTEST:
Eleanor Manzano, City Clerk
APPROVED:
Risk Manager
APPROVED AS TO FORM:
Michael W. Webb, City Attorney
President
Henry P. Unger
Diane Strickfaden
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A :
NAIC #
NAME:
CONTACT
A/C, No):
FAX
E- MAILADDRESS:
PRODUCER
A/C, No, Ext):
PHONE
INSURED
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
OTHER:
Per accident)
Ea accident)
N / A
SUBR
WVD
ADDL
INSD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)
COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOSAUTOS ONLY
NON-OWNED
SCHEDULEDOWNED
ANY AUTO
AUTOMOBILELIABILITY
Y / N
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
OFFICER/MEMBEREXCLUDED?
Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under
ANYPROPRIETOR/PARTNER/EXECUTIVE
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
STATUTEPER EROTHMM/DD/YYYY) LIMITS( POLICY EXP(
MM/DD/YYYY) NUMBERTYPE EFFPOLICY POLICY INSURANCELTRINSR OF DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB $ EACH OCCURRENCE
AGGREGATE
OCCUR
CLAIMS-MADE
DED RETENTION $
PRODUCTS - COMP/OP AGG
GENERAL AGGREGATE
PERSONAL & ADV INJURY
MED EXP (Any one person)
EACH OCCURRENCE
DAMAGE TO RENTED $
PREMISES (Ea occurrence)
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY PROJECT LOC
CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
1988-2015 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED
AUTOS ONLY
8/17/2020
SullivanCurtisMonroe Insurance Services (IRV)
1920 Main Street
Suite 600
Irvine, CA 92614
www.SullivanCurtisMonroe.com License # 0E83670 Federal Insurance Company 20281 Hartford Casualty Insurance Company 29424
A 00035796052WCE8/ 27/2020 8/27/2021 1,000,
1,000,000
3 10,000
3 Excluded
2,000,000
Excluded
A 74970373 8/27/2020 8/27/2021 1,000,000
3 3
3 Phys Damage
A 00033 79806822 8/27/2020 8/27/2021 2,000,
00032,000,
ExcludedProds/ Pers/Adv Injury excluded30 Compl Ops
B 72WBCRT9614 8/27/2020 8/27/2021 3
000N1,000,
1,000,000
1,000,000
Maja Peci
RSPExpress
[email protected]
3 Hitech Systems, Inc.
DBA Pulsiam
16030 Ventura Blvd., #250
Encino, CA 91436
57033981
3 Redondo Beach Police Department
401 Diamond St.
Redondo Beach, CA 90277
Redondo Beach P.D. is named as Additional Insured with respect to General Liablity as per the attached endorsement. 57033981 | HITECSYS | 20- 21 GL, CAU, UMB & WC | RSPExpress | 8/ 17/ 2020 8: 27: 55 AM ( PDT) | Page 1 of 3 8/17/2020
Hitech Systems, Inc.
8/27/2020 8/27/2021
Federal Insurance Company
35796052WCE
8/27/2020
57033981 | HITECSYS | 20- 21 GL, CAU, UMB & WC | RSPExpress | 8/ 17/ 2020 8: 27: 55 AM ( PDT) | Page 2 of 3 Redondo Beach Police Department
401 Diamond St.
Redondo Beach, CA 90277
57033981 | HITECSYS | 20- 21 GL, CAU, UMB & WC | RSPExpress | 8/ 17/ 2020 8: 27: 55 AM ( PDT) | Page 3 of 3